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L IVIEWIT CORPORATION


500 S.E. MIZNER BOULEVARD

SUITE 102

BOCA RATON, FL 33432-6080

ATTENTION: MR. ELIOT I. BERNSTEIN

PROSKAUER ROSE LLP

320581

June 18, 1999

2255 Glades Road

Suite 340 West

Boca Raton, FL 33431-7360 Employer Identification No.13-1840454

CLIENT NAME: IVIEWIT CORPORATION

MATTER NAME: GENERAL CORPORATE ADVICE

FILE #: 40017.0001

FOR LEGAL SERVICES RENDERED INCLUDING DISBURSEMENTS AND

CHARGES INCURRED FOR THE PERIOD ENDED MAY 31, 1999

AS SET FORTH IN THE ATTACHED PRINTOUT

TOTAL FEES: $64,837.50

DISBURSEMENTS AND CHARGES: $1,814.95

TOTAL DUE: $66,652.45

BALANCE DUE:

WHO IS IVIEWIT CORPORATION, NOT

IVIEWIT, INC.

L CLIENT : IVIEWIT CORPORATION

MATTER: GENERAL CORPORATE ADVICE

PAGE : 2

DATE NAME HOURS DESCRIPTION

June 18, 1999

01/06/99 C WHEELER 1.50 Review of prospectus; con£ as to nature of work

01/11/99 C WHEELER .50 Response to Mr. Bernstein; con£ with Mr. Gortz

01/12/99 C WHEELER .50 Follow up on new corporation

01/12/99 R FOSTER .25 Conference with Mara Lerner; preparation of

corporate searches on IVIEWIT Corporation

01/13/99 C WHEELER .50 Review details as to corporation

01/13/99 R FOSTER 1.00 Preparation of articles of incorporation,

bylaws and organizational minutes for IVIEWIT

Corporation

01/14/99 C WHEELER .50 Follow up on status on intellectual property

review and new incorporation

L 01/14/99 M ROBBINS 1.50 Revisions to Iviewit corporate formation

documents. Telephone conferences with S.

Bernstein and E. Bernstein re: formation of

Iviewit. Inter-office conference with Wheeler

re: same.

01/15/99 C WHEELER .25 Conf as to status of corporation

01/22/99 M ROBBINS .50 Preparation of revisions to Iviewit corporate

formation documentation.

01/25/99 C WHEELER .25 Check status of incorporation documents

01/26/99 L GARDNER .50 Electronic filing of corporation.

01/26/99 R FOSTER .25 Conference with Mara Lerner; telephone call

with CT Corporation; preparation of facsimile

transmission of designation of resident agent

to Jennifer Forman

01/26/99 M ROBBINS 1.75 Revisions to Articles of Incorporation.

Inter-office conference with Foster re: filing

of Articles. Telephone conferences with Healy

re: trademark and copyright matters.

Preparation of memorandum to Wheeler re: same.

01/26/99 G GOLDMAN 1.00 Reviewing IVIEWIT's business plan for

patentability opinion; conducting an on-line

Internet search.

L CLIENT: IVIEWIT CORPORATION


PAGE : 3

01/27/99 L GARDNER

01/27/99 M ROBBINS

01/28/99 A GORTZ

01/28/99 L GARDNER

01/29/99 G COLEMAN

02/01/99 A GORTZ

02/01/99 C WHEELER

02/16/99 A GORTZ

L 02/16/99 R ROWE

02/16/99 D THOMPSON

02/16/99 C WHEELER

02/16/99 G COLEMAN

02/17/99 R ROWE

02/17/99 C WHEELER

02/17/99 C WHEELER

02/17/99 G COLEMAN

02/16/99 C WHEELER

June 18, 1999

.25 Ltr to client re: articles of incorporation.

1.75 Preparation of correspondence to Bernstein.

Review corporate formation documents from

Secretary of State. Telephone conference with

Bernstein. Preparation of memorandum to

Wheeler re: intellectual property matters.

.75 Ken Rubenstein call, cf call Eliot Bernstein &

Ken Rubenstein, cf Mara Robbins re

confidentiality agreement

.25 Order minute book for Iviewit, Inc.

1.25 Preparation of confidentiality agreement.

.25 Rev. confidentiality agmt, MR call

.25 Conf as to status of intellectual property work

.25 Gerry Lewin call, cf CCW

.25 Tel. GC re finder/BD issue

I1 .50 Conference with Attorney Gayle Coleman re

Financial Advisor Agreement.

.25 Conf with Mr. Bernstein; call to Mr. Rubenstein

1.75 Study and revise proposed financial consulting

agreement. Telephone conferences with I.

Newman. Research re: advisory compensation.

25 Tel. GC re finders/BD issue; Tel. CW, GC re

finder issue

.25 Call to Mr. Rubenstein re patent advice; call

with Ms. Coleman re financial advisor

1.00 Conf as to broker dealer situation; call to Mr.

Rowe; call to Mr. Bernstein

2.25 Preparation of detailed correspondence.

Telephone conferences with I. Newman.

Preparation of proposed revisions to financing

agreement. Telephone conference with R. Rowe.

Telephone conference with C. Wheeler and R.

Rowe .

1 . 5 0 Conf with Mr. Lewin; follow up on Corp.; follow

up on copyright; follow up on



PAGE : 4

02/18/99 C WHEELER

02/18/99 L GARDNER

02/18/99 M ROBBINS

02/18/99 G COLEMAN

02/19/99 L GARDNER

02/19/99 M ROBBINS

02/22/99 L GARDNER

02/22/99 M ROBBINS

02/23/99 C WHEELER

02/24/99 G COLEMAN

02/25/99 C WHEELER

02/25/99 M ROBBINS

25 Conf with Mr. Rubenstein

June 18, 1999

.50 Prepare fictitious name application

2.50 Inter-office conference with Wheeler re:

intellectual property matters, organizational

matters. Revisions to Bylaws, Organizational

Minutes. Inter-office conferences with Gardner

re: employer identification number, minute

book. Draft and preparation of correspondence

to Bernstein re: copyright and trademark

searches, fees and costs. Review memorandum

for Wheeler re: organizational matters.

2.50 Preparation of revisions to Jenex agreement.

Telephone conferences with E. Bernstein. Study

and revise website information and agreement.

50 Prepare SS-4 application.

2.00 Telephone conferences with E. Bernstein, S.

Bernstein. Revisions to Organizational

Minutes, Review Fictitious Name Application,

Employer Identification Application.

Organization of file. Preparation of e-mail to

Wheeler re: organizational matters. Draft and

preparation of correspondence to E. Bernstein.

.75 Revise application; prepare stock certificates.

1.50 Draft and preparation of correspondence to

Bernstein re: copyright and trademark matters.

Inter-office conference with Wheeler re:

organizational matters. Inter-office

conferences with Gardner re: issuance of stock

certificates, Fictitious Name Application.

.25 Review of correspondence re patent matters

.25 Telephone conference with I. Newman.

.50 Arrange follow up on Jenex contract; receipt and

review of MacKenzie contract

1.75 Review Financial Consulting Agreement.

Revisions to Financial Consulting Agreement.

Inter-office conferences with Coleman re:

revisions to Financial Consulting Agreement.

Inter-office conferences with Coleman re:

revisions to Financial Consulting Agreement.

CLIENT: IVIEWIT CORPORATION June 18, 1999


PAGE : 5

02/25/99 G COLEMAN 1.50 Telephone conference with I. Newman. Telephone

conference with E. Bernstein. Preparation of

revisions to financial consulting agreement.

02/26/99 L GARDNER 2.00 Prepare proof of publication w/Palm Beach Post;

file fictitious name application; obtain FEI

number; ltr to E.Bernstein re: FEI number.

02/26/99 M ROBBINS .75 Inter-office conferences with Gardner re:

application for fictitious name, employer

identification number and minute book. Review

correspondence from Bernstein.

03/01/99 C WHEELER

03/01/99 G COLEMAN

.25 Conf as to financial advisor agreements

75 Telephone conference with I. Newman. Telephone

conference with E. Bernstein. Telephone

conference with I. Newman and E. Bernstein re:

finalization of Jenex Agreement. Preparation of

revisions to Jenex Agreement and forwarding of

same.

03/02/99 M ROBBINS .75 Inter-office conferences with Coleman re:

Consulting Agreement provisions. Revisions to

Consulting Agreement.

03/02/99 G COLEMAN 1.00 Telephone conference with E. Bernstein re:

non-exclusive issues and finders. Telephone

conference with I. Newman. Telephone

conference with G. Lewin. Revision of

Consulting Agreement re: pro rata issue.

03/03/99 M ROBBINS 3.00 Study and review MacKenzie Consulting

Agreement. Preparation of comments to

Consulting Agreement. Preparation of inserts to

Consulting Agreement. Inter-office conferences

with Coleman re: Consulting Agreement.

03/03/99 G COLEMAN .50 Telephone conferences with E. Bernstein and I.

Newman. Preparation of final document.

03/04/99 M ROBBINS 1.00 Inter-office conferences with Coleman re:

MacKenzie consulting agreement. Revision to

consulting agreement.

03/05/99 M ROBBINS .25 Inter-office conference with Coleman re:

Consulting Agreement.

03/08/99 L GARDNER .50 T/c Florida Sec. of State re: fictitious name

filing; ltr to E.Bernstein re: fictitious name

and proof of publication.



June 18, 1999

PAGE : 6

03/09/99 G COLEMAN 1.50 Preparation of revised MacKenzie Agreement.

Preparation of correspondence to E. Bernstein

re: MacKenzie Agreement.

03/12/99 M ROBBINS .50 Review Mackenzie consulting agreement.

Telephone conferences with Coleman re: same.

1.00 Call to Mr. Bernstein; con£ with Mr. Lewin;

check status of trademark and copyright;

03/16/99 C WHEELER

.50 Inter-office conference with Wheeler re:

intellectual property matters.

03/16/99 M ROBBINS

03/23/99 A GORTZ

03/23/99 C WHEELER

25 Simon & Eliot con£ call; con£ CCW.

.50 Conf with Mr. Berstein re private placement

over the Internet and re copyright follow up

03/24/99 C WHEELER

03/24/99 C WHEELER

.50 Conf as to private placement

.50 Call to Mr. Lewin; con£ with Mr. Healey re

copyright; con£ with patent counsel

03/26/99 C WHEELER .75 Call to Mr. Lewin; call to Mr. Bernstein; conf

with Mr. Bernstein

03/29/99 C WHEELER 1.00 Call to Mr. Lewin; con£ with Mr. Bernstein;

conf with Mr. Healy; review of E-Mail relating

to status

03/29/99 K HEALY 1.25 Tc w/C. Wheeler; tcs w/Eliot Bernstein re

intellectual property protections; tc w/Raymond

Joao re patent pending; tcs w/E. Bernstein and

Jerry Levin re license business models; review

protectability of web-sites

03/30/99 B SCHIFF .25 Fixed Fee. Trademark Scan for I VIEW IT for

enhanced digital images.

.50 FIXED FEE: Preliminary search Iviewit 03/30/99 K HEALY

03/30/99 K HEALY 1.00 Tc w/E. Bernstein and J. Levin re licensing

structures for Iviewit; tc w/C. Wheeler

.25 Tc w/K. Rubenstein re Patent advice 03/31/99 K HEALY

04/01/99 C WHEELER .25 Conf with Mr. Gortz re status

L 04/02/99 C WHEELER 1.00 Conf with Mr. Kafin; con£ with Mr Lewin re

meeting; con£ with Mr. Lewin re staffing and




PAGE : 7

04/06/99 C WHEELER

04/06/99 C WHEELER

04/07/99 C WHEELER

04/08/99 K HEALY

04/09/99 D THOMPSON

04/09/99 C WHEELER

04/12/99 C WHEELER

04/12/99 C WHEELER

04/12/99 C WHEELER

04/12/99 G COLEMAN

L 04/13/99 A GORTZ

04/13/99 C WHEELER

04/13/99 C WHEELER

04/13/99 C WHEELER

04/14/99 C WHEELER

04/14/99 C WHEELER

04/14/99 K HEALY

04/15/99 G COLEMAN

June 18, 1999

.25 Call to Mr. Dollinger; call to Mr. Lewin

.25 Conf with Mr. Lewin

.25 Conf with Mr. Gortz; call to Mr. Healey

.75 Copyright: Review CD-Rom; advise E. Bernstein

on copyright protection matters

.25 Telephone conference with Attorney C. Wheeler

re general solicitation issues.

.50 Call to Mr. Lewin; con£ with Mr. Newman

.50 Conf with Mr. Lewin and Mr. Bernstein

25 Call to Mr. Dollinger

.25 Review of confidentiality agreement

.50 Study and review proposed confidentiality

modifications and preparation thereof.

25 Cf CCW

.25 Conf with Mr. Gortz; call from Mr. Dollinger re

work

.25 Arrange transmittal of confidentiality

agreement

.50 Conf with Mr. Lewin and Mr. Bernstein re

proposed meeting in Calif. and confid.

agreement

1.00 Conf with Mr. Rossman; con£ with Mr. Lewin;

revise confidentiality agreement;

.50 Receipt of business plan; begin review of same

75 Review Authorization and release; review

procedures for copyright registrations of

collections; conference call w/E. Bernstein, J.

Lewin and G. Reed; draft file memo

1.75 Study and review the current form of business

plan. Preparation of summary memo re:

comments .

.50 Review of documents; arrange transmittal of

comments; conf with Mr. Lewin and Mr. Bernstein



June 18, 1999

PAGE : 8

04/20/99 C WHEELER

04/20/99 C WHEELER

04/21/99 C WHEELER

04/22/99 C WHEELER

04/22/99 C WHEELER

04/22/99 K HEALY

04/23/99 C WHEELER

04/26/99 C WHEELER

04/26/99 C WHEELER

L 04/27/99 C WHEELER

04/28/99 c WHEELER

04/28/99 c WHEELER

04/28/99 K HEALY

04/29/99 C WHEELER

04/29/99 C WHEELER

04/29/99 K HEALY

04/30/99 C WHEELER

04/30/99 K HEALY

05/03/99 R ROWE

05/03/99 D THOMPSON

.50 Review transmitted materials

1.00 Conf with Mr. Lewin and Mr. Bernstein; con£

with Mr. Ferguson

1.00 Conf with Mr. Stanley; Conf with Mr. Stanley

and Mr. Bernstein;

2.00 Prep of letter; arrange to transmit

Confidentiality Agreement; call to Mr.

Bernstein; prepare Conf. Agreement

.25 Call from Mr. Lewin re letter

.25 Tc w/R. Joao; e-mail to E. Bernstein


.50 Conf with Mr. Kafin; con£ with Mr. Lewin;

review letter for transmittal

1.00 Rewrite Iviewit letter

.50 Review of status; con£ with Mr. Lewin and Mr.

Bernstein

1.00 Follow up on issuance of share issues

.50 Check on question with Mike Tricarico

.75 Review and revise Authorization and Release

.50 Conf with Mr. Stanley; call to Mr. Lewin

1.00 Conf with Kevin Healey; con£ with Mr. Bernstein

and Mr. Lewin re shares

.50 Draft Authorization and Release; review

Business Plan

.25 Confirm appointment with Real 3D

.50 Review Iviewit Business Plan

.25 Tel. RT, Mara re 701, bonus shares

I1 1.25 Conference with Attorney Mara Lerner Robbins re

stock bonus issuance and analysis of corporate

and securities issues involving same; Telephone

conference with Jerry Lewin.



PAGE : 9

05/03/99 C WHEELER

05/03/99 C WHEELER

05/03/99 K HEALY

05/03/99 M ROBBINS

05/04/99 C WHEELER

05/04/99 C WHEELER

05/04/99 M ROBBINS

L

05/04/99 J ZAMMAS

05/05/99 K HEALY

05/05/99 M ROBBINS

05/05/99 G COLEMAN

05/05/99 J ZAMMAS

June 18, 1999

.25 Revise Confidentiality Agreement; arrange

transmission; con£ with Mr. Rossman

.50 Call to Mr. Healey; con£ with Mr. Bernstein and

Mr. Lewin

1.50 Review Iviewit Business Plan for IP Issues;

draft suggested revisions to business plan

1.00 Computer research re: bonus shares.

Inter-office conferences with Thompson re:

issuance of shares to employees of Iviewit.

Telephone conference call with Thompson and

Lewin.

25 Review status of trademark


1.00 Telephone conferences with Lewin re: issuance

of shares to Iviewit employees, amendment to

articles of incorporation, cancellation of

shares. Inter-office conferences with Zammas

re: schedule of share issuances. Preparation

of correspondence to Lewin re: share issuances.

1.75 Calculate number of shares to be issued;

preparation of Articles of Amendment and

Consent; preparation of shareholder list

.50 Draft Authorizations and Releases by e-mail and

fax to E. Bernstein

2.75 Draft and preparation of letter agreement to

employees re: grant of Iviewit shares.

Telephone conferences with E. Bernstein, S.

Bernstein and Lewin re: share issuances.

Recalculation of share issuance per E.

Bernstein's additions.

.50 Preparation of form transfer of stock as

bonus/gift.

3.50 Fax list of shareholders to Eliot Bernstein;

preparation of Directors1 Consent authorizing

share issuance; order additional stock

certificates; revise Shareholder list pursuant

to Eliot Bernstein's instructions and fax to

Gerald Lewin, Simon Bernstein and Eliot

Bernstein.

(,./ CLIENT : IVIEWIT CORPORATION


PAGE : 10

05/06/99 R ROWE

05/06/99 C WHEELER

05/06/99 K HEALY

05/06/99 M ROBBINS

June 18, 1999

.25 Rev. issue re right of first refusal

.25 Tel con£ as to meeting

.25 Tc w/E. Bernstein re TM issues in Business Plan

.75 Inter-office conferences with Zammas re:

reissuance of stock certificates, board

resolutions, revised shareholder list.

Revisions to Board consent re; issuance of

bonus shares.

05/06/99 G COLEMAN .50 Study and review Iviewit confidentiality letter

re: R. Rosman's comments.

05/06/99 J ZAMMAS 1.00 Add names of trusts to shareholder list; fax

revised list of shareholders to Gerry Lewin;

preparation of Director and Shareholder consent

regarding stock erroneously issued;

05/07/99 D THOMPSON I1 1.00 Revise letter agreement with shareholders;

Meeting with Attorney Mara Lerner Robbins re

same.

05/07/99 C WHEELER 3.00 Meeting on agreements and other corporate

matters

05/07/99 K HEALY .50 Tcs w/E. Bernstein re TM issues in Business

Plan

05/10/99 C WHEELER .50 Conf with Mr. Bernstein; follow-up on


05/10/99 C WHEELER 2.00 Meeting with Mr. Stanley; conf with Messrs

Lewin and Bernstein

05/10/99 C WHEELER .50 Receipt and review of confidentiality

agreement; conf with Mr. Gortz

05/10/99 M ROBBINS 1.00 Preparation of revisions to Letter Agreement

per Lewin's instructions. Telephone

conferences with Lewin.

05/11/99 C WHEELER 1.00 Call to Mr. Lewin, call to Mr. Bernstein,

arrange for transmittal of agreement; review of

agreement

05/11/99 M ROBBINS .50 Revisions to Letter Agreement to employees with

respect to grant of shares.



PAGE : 11

05/11/99 J ZAMMAS

05/12/99 D THOMPSON

05/12/99 D THOMPSON

05/12/99 C WHEELER

05/12/99 C WHEELER

05/12/99 C WHEELER

L

05/12/99 B SCHIFF

05/12/99 M ROBBINS

05/13/99 A GUTWEIN

05/13/99 R ROWE

June 1 8 , 1999

1.25 Preparation of Articles of Incorporation and

organizational docurcents for iviewit.com, Inc.;

discuss documents with M. Robbins and give to

C. Wheeler for review

I1 .75 Review Shareholder Agreements and discuss same

with Attorney Mara Lerner Robbins.

11 2.50 Conference with Attorney C. Wheeler re pending

agreements and projects; review and revise

Confidentiality Agreexent.

1.00 Conf with Messrs Bernstein and Lewin; call to

R. Joao; transmittal of agreement

.50 Conf with Mr. Joao re stock ownership,

subsidiary and patent protection

2.00 Conf with Joao; meeting with Thompson to

arrange for confid. agreements and generic

agreements

1 . 0 0 Fixed Fee. Editing applications for IVIEWIT

YOUR THIRD EYE TO THE WORLD .. THE WEB.. and

IVIEWIT and preparing apps for iviewit.com

2.00 Draft and preparation of correspondence to

Bernstein and Lewin. Telephone conferences

with Lewin re: poter-tial tax issues. Telephone

conference with Gutwein re: issuance of shares

without consideration. Revisions to letter

agreement. Inter-office conferences with

Thompson re: issuance of shares and potential

tax and securities issues.

1.00 Conf. R. Thompson re tax issues; internal

startup

.25 Rev. bonus share issue -- 701; Tel. MR; rev.

701

05/13/99 D THOMPSON I1 2.75 Prepare Confidentiality Agreements; Conference

with Attorney Mara Lerner Robbins; Telephone

conference with Sye Bernstein re same; .Review

BIG agreement; Telephone conference with

opposing counsel.

05/13/99 D THOMPSON I1 1.75 Telephone conference re stock issuances to

friends, family and consultants; analysis of

tax and securities issues re same.

L CLIENT: IVIEWITCORPORATION June 18, 1999


PAGE : 12

05/13/99 C WHEELER .25 Conf with Mr. Thompson re agreements

05/13/99 K HEALY 1.00 FIXED FEE: Revise applications; draft cover

letter

05/13/99 M ROBBINS 1.75 Inter-office conferences with Thomspon re:

securities and tax matters relative to letter

agreement. Telephone conference call with

Thompson, Gutwein and Lewin re: securities and

tax matters relative to letter agreement.

Telephone conference with Rowe re: securities

issues.

05/14/99 R ROWE .25 Tel. RT re integration

05/14/99 D THOMPSON I1 4.25 Telephone conference re Confidentiality

Agreements; revise and distribute same with

Real 3D; Huizenga Holdings and California

contact.

05/14/99 D THOMPSON I1 1.50 Consideration of securities issue involving

stock to insiders and potential loans;

Follow-up re same; Telephone conference re same

with Jerry Lewin.

05/14/99 S WIENER .25 Discussion with Mara Robbins re:BS

exemptions/requirements in connection with

small private sale of securities (CAI IL,NY, FL)

05/14/99 M ROBBINS 2.25 Research re: integration of private securities

offerings. Inter-office conference with

Thompson re: same. Telephone conference with

Rowe re: integration criteria. Inter-office

conference with Thompson re: blue sky matters.

Telephone conference with Susan Weiner re: NY,

FL, IL, CA blue sky matters. Telephone

conference with E. Bernstein re: blue sky.

05/16/99 M ROBBINS 1 . 5 0 Preparation of revisions to letter agreement to

include purchase and sale provisions. Review

revised letter agreement.

05/17/99 D THOMPSON I1 2.75 Follow-up on outstanding agreements; Telephone

conference with Cye and Eliot Bernstein;

Research re status of Notes as securities.

05/17/99 D THOMPSON I1 1.00 Prepare stock purchase agreement/shareholder

agreement; analysis of same.

L 05/17/99 C WOLF 1.75 Telecons with Ms. Lerner-Robbins and research

regarding availability of model agreements

(,/ CLIENT: IVIEWIT CORPORATION


PAGE : 13

05/17/99 C WHEELER

05/17/99 C WHEELER

05/17/99 C WHEELER

05/17/99 J SILVER

05/17/99 M ROBBINS

05/17/99 J ZAMMAS

L

05/18/99 R ROWE

05/18/99 D THOMPSON

05/18/99 S WIENER

05/18/99 C WHEELER

05/18/99 C WHEELER

05/18/99 C WHEELER

05/18/99 J SILVER

June 18, 1999

1.00 Conf on various contracts

1.00 Conf with Mr. Bernstein

.50 Review Iviewit agreements

1.00 2 calls with Kevin Healy re: model website

agreements, call with Mara Robbins re: website

agmts, review agmts for use in connection with

website development deal

2.00 Revisions to letter agreement. Telephone

conference with Wolf re: website agreement.

Inter-office conference with Thompson re:

website agreement. Telephone conference with

Healy and Silver re: website agreement. Review

sample website agreements. Inter-office

conferences with Zammas re: Articles of

Amendment and Organizational Consent.

1.25 Preparation of Articles of Amendment to the

Articles of Incorporation of Iviewit, Inc.;

research preferred shares language.

.25 Tel. RT, MR re interim loans -- Reeves --

integration

11 3.50 Conference with paralegal Jill Zammas re

Articles of amendment authorizing new Class of

Stock; review and revise same; analysis of

potential loan program; Website.

.50 Follow up research re: IL exemptions, call to

M. Robbins.

25 Review of Iviewit matters

.25 Conf as to commencement of operations

50 Conf as to contract

1.75 Call with Mara Robbins re: website agmt,

arranged for form agreement to be scanned into

the system, e-mailed scanned document to Mara,

phone call with Mara re: obtaining additional

technology form license agreements, review form

books in library for additional technology

license agmts, phone call with Mara re: CD-ROM

agmt and fax apt to Mara

L CLIENT : IVIEWIT CORPORATION June 1 8 , 1999


PAGE : 14

05/18/99 M ROBBINS 5.00 Inter-office czxferences with Thompson re:

technology e-.lal:ation agreement. Preparation

of corresponcs=ze to Wolf re:license evaluation

agreement. craft and preparation of license

evaluation aqreenent. Meeting with Bernsteins

re: letter agreenent, license evaluation

agreement. Ixzer-office conferences with

Zammas re: Orqaxzational Consent and Articles

of Amendment. Inter-office conferences with

Thompson re: Ar~lcles of Amendment and share

issuances. Telephone conference call with

Thompson and ?.zi;e re: whether issuance of note

is a security. Computer research re:

technology l~cense agreements. Review model

website develsc-.ent agreements. Review CD-Rom

Licensing Agree-ent. Telephone conferences

with Bernstelx re: launch of website and review

of website. Telephone conferences with Wolf re:

potential isszes relating to website launch.

Telephone corferences with Silver re:

technology agreenents.

05/18/99 J ZAMMAS 1.75 Work on Articles of Amendment and Consent of i Directors

05/19/99 D THOMPSON I1 .50 Follow-up re -debsite release.

05/19/99 D THOMPSON I1 .75 Prepare Techxzlqy/Software Evaluation

Agreement.

05/19/99 D THOMPSON I1 1.25 Meeting with C;. and Eliot Bernstein, Gerry

Lewin and Mara Xobbins.

05/19/99 M ROBBINS 5.00 Draft and preparation of Technology License

Evaluation Agreement. Inter-office conference

with Thompsoc re: Technology License Evaluation

Agreement, areximent to Articles, issuance of

shares and noLes and meeting with Bernsteins.

Preparation of e-mails to Healy and Wolf re:

website launch. Meeting with S. Bernstein, E.

Bernstein and Lewin. Inter-office conferences

with Zammas re: filing of articles of amendment

and letter agreement re: share issuances.

Telephone call zo Lewin re: confirmation of

share amounts. Preparation of letter

agreement. Calculation of share issuances.

05/19/99 J ZAMMAS

L

1.50 Add consideration for shares to organizational

minutes and place in minute book; preparation

of letters to shareholders.



PAGE : 15

05/20/99 D THOMPSON I1 1.25 Coordinate stock issuances.

June 18, 1999

05/20/99 D THOMPSON I1 3.50 Coordinate Confidentiality Agreements and

Product Evaluation Agreement.

05/20/99 C WHEELER .75 Conf with Mr. Joao

05/20/99 C WHEELER 2.00 Call to Mr. Lewin; con£ with Ken Rubenstein;

con£ with Mara Lerner; numerous con£ with

Elliot Bernstein

05/20/99 C WHEELER 1.00 Conf with Mr. Joao

05/20/99 K HEALY 1.50 Review web-site; tc w/Eliot Bernstein and Mara

Lerner Robbins re review of web-site

05/20/99 M ROBBINS 6.50 Telephone conference call with E. Bernstein and

K. Healy. Telephone conference call with E.

Bernstein and C. Wolf. Telephone conferences

with E. Bernstein re: website review. Review

Iviewit website. Telephone conference call

with Thompson and E. Bernstein re: License

Evaluation Agreement. Preparation of License

Evaluation Agreement. Inter-office conferences

with Zammas re: letter agreements to issue

shares. Preparation of packages to

shareholders. Draft and preparation of

Subscription Letter Agreement re: issuance of

promissory note. Telephone call to Lewin re:

Note terms. Review License Evaluation

Agreement. Computer research re: license

evaluation agreements. Telephone conference

with Court re: License Evaluation Agreement.

Inter-office conferences with Thompson re;

License Evaluation Agreement. Organization of

Iviewit file.

05/20/99 J ZAMMAS 3.50 Send electronic filing of Articles of Amendment

to the Secretary of State; telephone Secretary

of State to see that Amendment had been filed;

preparation of letters to shareholders.

05/21/99 D THOMPSON I1 1.25 Prepare Confidentiality Agreement with Huizenga

Holdings; Telephone conference with counsel for

Huizenga re same; Conference with Attorney C.

Wheeler re Real 3D Confidentiality Agreement.

05/21/99 D THOMPSON I1 1.75 Telephone conference with Jerry Lewin re

outstanding issues and projects; Follow-up re

same; Telephone conference with Jerry Wacks re

Tender's Agreement.

CLIENT: IVIEWIT CORPORATION June 1 8 , 1999

MATTER: GENERAL CORPORATE ADVICE L PAGE: 16

0 5 / 2 1 / 9 9 C WHEELER .25 Receipt and review of Huizinga Confidentiality

Agreement; call to Mr. Bernstein

0 5 / 2 1 / 9 9 C WHEELER .25 Conf with Mr. Bernstein re meeting

0 5 / 2 1 / 9 9 M ROBBINS 4 . 0 0 Draft and preparation of promissory note.

Telephone conferences with Lewin. Telephone

conferences with E. Bernstein. Telephone

conferences with Lohquist re: License

Evaluation Agreement. Organization of

corporate files. Revisions to Subscription

Letter Agreement.

0 5 / 2 1 / 9 9 J ZAMMAS 1 . 7 5 Preparation of shareholder list for Iviewit,

Inc.; revise Articles of Incorporation of

iviewit.com, Inc. and fax to CT for signature

as registered agent; fax to the Secretary of

State; fax copy of Articles to Mr. Lewin.

0 5 / 2 4 / 9 9 D THOMPSON I1 .75 Conference with Attorney C. Wheeler re

confidentiality issues; review note sale

agreements.

, 05/24/99CWHEELER 1 . 5 0 Meeting with Hassan Mia

L 0 5 / 2 4 / 9 9 C WHEELER .25 Review of status of meetings

0 5 / 2 4 / 9 9 M ROBBINS .SO Revisions to Subscription Letter Agreement.

Telephone conference with Lewin re:

Subscription Letter Agreement. Inter-office

conference with Thompson re: Subscription

Letter Agreement.

0 5 / 2 4 / 9 9 J ZAMMAS 1 . 2 5 Order stock certificates for Iviewit, Inc.;

check to see that iviewit.com, Inc. had been

formed; order minute book for iviewit.com,

Inc.; telephone the Secretary of State

regarding certified copy; fax documents to J.

Lewin and Candice Bernstein

0 5 / 2 5 / 9 9 A GORTZ .25 Cf CCW

0 5 / 2 5 / 9 9 R ROWE .25 Rev. Reg. D issue

0 5 / 2 5 / 9 9 S WIENER .50 Discussing exemptions for Note transaction,

original transaction filing of Form D, etc,

with M. Robbins

0 5 / 2 5 / 9 9 C WHEELER 1 1 . 0 0 Trip to Orlando for meeting with Real 3D

technology staff

L CLIENT: IVIEWIT CORPORATION June 18, 1999


05/25/99 C WHEELER .50 Conf with Mr. Gortz; con£ with Mr. Thompson

05/25/99 M ROBBINS 2.00 Telephone conferences with Weiner re: blue sky

issues. Revisions to Subscription Letter

Agreement and Promissory Note. Preparation of

correspondence to Weiner. Preparation of e-mail

to Rowe. Inter-office conference with Thompson

re: blue sky matters.

05/25/99 J ZAMMAS 3.50 Office conference with M. Robbins; preparation

of list of shareholders of Iviewit, Inc. with

home states listed and list of iviewit.com,

Inc. promissory note list; preparation of

letters and signature pages regarding

promissory notes; fax information to Susan

Wiener; send signature pages to Eliot

Bernstein.

05/26/99 D THOMPSON I1 .50 Conference with Attorney Mara Lerner Robbins re

programmer contracts and pending projects.

05/26/99 C WHEELER 1.00 Review of patent; set up patent conference;

L arrange follow up on shares;

05/26/99 K HEALY .75 Tc w/M. Lerner re Iviewit i.p. ownership

issues, including assignment or license from

Eliot Bernstein to Iviewit; review web-site

materials

05/26/99 M ROBBINS

05/26/99 J ZAMMAS

05/27/99 C WHEELER

4.00 Inter-office conferences with Thompson and

Zammas re: Subscription Letter Agreements.

Telephone conferences with Bernstein re:

Internet website and legal analysis. Telephone

conferences with Lewin re: Subscription Letter

Agreements. Revisions to Subscription Letter

Agreements. Revisions to promissory notes.


Proskauer Subscription Letter Agreement.

Telephone conferences with Lewin and Bernstein

re: revised list of noteholders. Review

correspondence from Iantoni, Jerry Lewin,

Jennifer Lewin and Erika Lewin.

3.50 Preparation of letter to noteholders and

promissory notes of iviewit.com, Inc.;

telephone Blackstone regarding minute book and

stock certificates; send letters to

noteholders; review sample of stock

certificates.

2.00 Meeting at Huizinga holdings

CLIENT: IVIEWIT CORPORATION


PAGE : 18

05/27/99 C WHEELER

05/27/99 C WHEELER

05/27/99 C WHEELER

05/27/99 K HEALY

05/27/99 J ZAMMAS

05/28/99 D THOMPSON

05/28/99 C WHEELER

05/28/99 C WHEELER

05/28/99 C WHEELER

05/28/99 C WHEELER

05/28/99 C WHEELER

05/28/99 K HEALY

05/31/99 C WHEELER

SUMMARY OF HOURS

NAME

50 Conf with Mr. Rubenstein

June 18, 1999

1.00 Arrange for additional confidentiality

agreements;

1 . 5 0 Overview of Iviewit patent matters and

corporate matters

.25 FIXED FEE: Cover letter and duplicate set of

TM Apps to E. Bernstein

2.00 Issue shares of Class B Common Stock; prepare

stock ledger; send stock certificates and

checks from shareholders to Eliot Bernstein for

execution and return.

I1 1.25 Conference with Attorney C. Wheeler re patents

and confidentiality agreements; assist re same.

.25 Conf as to additional Huizinga appointment

.50 Confirmation on Joao meeting

3.00 Meeting with Huizinga group; con£ with Mr.

Healy re assignment; review of confidentiality

agreements

2.00 Meeting as to patent issues and management

matters

50 Conf . w/K. ~ubenstein

.50 Tcs w/C. Wheeler re IP Issues; review web-site

1 . 0 0 Review of patent and other materials

HOURS

ALBERT W. GORTZ

CHRISTOPHER WOLF

CHRISTOPHER C. WHEELER

RICHARD H. ROWE

TOTAL FOR PARTNER

ABRAHAM GUTWEIN

DONALD E. THOMPSON I1

KEVIN J. HEALY

TOTAL FOR SENIOR COUNSEL

L, CLIENT: IVIEWITCORPOF!ATION


GAYLE COLEMAN

GREGG I. GOLDMAN

JENNIFER SILVER

MARA LERNER ROBBINS

SUSAN L. WIENER

TOTAL FOR ASSOCIATE

BARBRA SCHIFF

JILL B. ZAMMAS

LISA A. GARDNER

ROSE ANN FOSTER

TOTAL FOR LEGAL ASSISTANT

TOTAL HOURS:

L DISBURSEMENTS AND CHARGES

L DESCRIPTION:

CORP. SERVICE

DELIVERY CHARGES

FAX

FILING FEES

LONG DISTANCE TELEPHONE

MISCELLANEOUS

POSTAGE

PROOFREADING

REPRODUCTION

SECRETARIAL OVERTIME

WESTLAW

WORD PROCESSING

TOTAL DISBURSEMENTS AND CHARGES FOR THIS MATTER:

June 18, 1999

AMOUNT

L iviewit Corporation

L 500 S.E. Mizner Boulevard

Suite 102

Boca Raton, FL 33432-6080

826370

June 30, 1999

2255 Glades Road

PROSKAUER ROSE LLP Suite 340 West


FOR PROFESSIONAL SERVICES RENDERED during the period

through May 3 1, 1999 in connection with Preparing and filing U.S.

Trademark Registration Applications for the following:

THE CLICK HEARD ROUND THE WORLD in Classes 9,38 and

42; IVIEWIT in Classes 9,38 and 42; IVIEWIT YOUR THIRD EYE

TO THE WORLD IN STYLIZED LETTERS WITH DESIGN in

Classes 9,38 and 42; IVIEWIT "YOUR THIRD EYE TO THE

WORLD" THE WEB IN STYLIZED LETTERS WITH DESIGN in

L Classes 9,38 and 42; IVIEWIT.COM in Classes 9, 38 and 42

Preparing and filing fifteen trademark applications at $750.00 per application. $1 1.250.00

(1 iviewit Corporation

L 500 SE. Mizner Boulevard

Suite 102


826371

June 30, 1999

2255 Glades Road



FOR PROFESSIONAL SERVICES RENDERED for the period

ending May 3 1, 1999 in connection with Preliminary Trademark

Searches for : NIEWIT; NIEWIT YOUR THIRD EYE TO THE

WORLD; CLICK HEARD ROUND THE WORLD; IVEIWIT

SURF CITY MALL; PRIMA PROPERTIES; FANTASY ISLAND

VACATIONS; YACHTS R US; MAGNIFICENT MODELS;

UPGRADE YOUR BRAIN.

Nine Preliminary Searches at $300 each.

1, iviewit Corporation

L 500 S.E. Mizner Boulevard

Suite 102


826372

June 30, 1999

2255 Glades Road


Eoca Raton, FL 33431-7360 Employer Identification No.13-1840454

FOR PROFESSIONAL SERVICES RENDERED during the period

through May 3 1, 1999 in connection with Full Trademark Searches

for: NIEWIT; YOUR THIRD EYE TO THE WORLD; CLICK

HEARD ROUND THE WORLD.

Three Trademark Searches at $875 .OO each.

Disbursements

(1 Total Due

L


500 S.E. MIZNER BOULEVARD L SUITE 102



PROSKAUER ROSE LLP

327337

August 24, 1999

2255 Glades Road

Suite 340 West


CLIENT NAME: IVIEWIT CORPORATION


FILE #: 40017.0001

FOR LEGAL SERVICES RENDERED INCLUDING DISBURSEMENTS AND

CHARGES INCURRED FOR THE PERIOD ENDED JULY 31, 1999


TOTAL FEES:

\.ci DISBURSEMENTS AND CHARGES: $6,248.10

TOTAL DUE: $98,878.10

TOTAL OF CURRENT INVOICE:


I MATTER: GENERAL CORPORATE ADVICE

L.-, PAGE : 2

DATE NAME

- -

12/09/98 C WHEELER

06/01/99 I AKSELRAD

06/01/99 A GORTZ

06/01/99 D THOMPSON

06/01/99 C WHEELER

06/01/99 K HEALY

L

06/01/99 M ROBBINS

06/01/99 J ZAMMAS

06/02/99 R ROWE

August 24, 1959

HOURS DESCRIPTION

2.00 Meeting as to corporate setup and new producc

.50 Tel w/CW & JL re tax structure

.25 Cf CCW

I1 .25 Conference with Attorney Mara Lerner Robbins re

employment agreement issues.

4.00 Conf with Mr. Rubenstein; conf with Mr. Lewin;

con£ with Mr. Healy; con£ with Mr. Joao; conf

with Mr. Akselrod re patents, tax

ramifications, copyright work;

1.50 Conference call w/E. Bernstein, R. Joao, K.

Rubenstein, C. Wheeler, and others re iviewit

I.P. issues; review cd.rom

.50 Inter-office conferences with Zammas re:

received Subscription Letter Agreements (Notes)

and Letter Agreements (Common Stock).


retention of Letter Agreements (Notes).

Inter-office conferences with Thompson re:

employment agreements.

1.00 Preparation of letter to Eliot Bernstein

regarding Subscription Letter Agreements; issue

shares of iviewit.com, Inc. to iviewit, Inc.;

25 Rev. finders issue

06/02/99 D THOMPSON I1 .75 Correspondence re Finder's Fees Agreement with

Attorney Gayle Coleman; Telephone conference re

employment agreement issues.

06/02/99 C WHEELER 1.50 Lengthy conference with Mr. Bernstein and Mr.

Lewin

06/02/99 K HEALY .25 FIXED FEE: Review Confidentiality Agmt.

06/02/99 G COLEMAN 2.00 Draft and preparation of employment agreement.

Telephone conference with E. Bernstein re

McKenzie agreement.


I MATTER: GENERAL CORPORATE ADVICE

I\J, PAGE: 3

06/02/99 J ZAMMAS

06/03/99 I AKSELRAD

06/03/99 C WHEELER

06/03/99 K HEALY

06/03/99 G COLEMAN

06/04/99 C WHEELER

06/04/99 C WHEELER

a

06/04/99 J ZAMMAS

August 24, 1999

.25 Discuss stock issuance and 85-4 with M.

Robbins; telephone Eliot Bernstein regarding

return of organizational minutes for

iviewit.com, Inc.

50 Con£ call w/Matt Rosen and Jerry Lewin

2.00 Call to Mr. Joao; call to Mr. Healy; con£ with

Mr. Bernstein; review of numerous

correspondence; con£ with Mr. Lewin

25 Discuss photographer releases w/J. Silver

.50 Telephone conference with E. Bernstein re:

outstanding issues for employment agreement.

Revise employment agreement.

2.00 Prep of revised confidentiality agreement; call

to Ms. Bibona; con£ with Mr. Joao;

1.50 Conf with Mr. Bernstein re confidentiality

agreements and re Real 3-D; message from Ms.

Bibano; Message from Mr. Brandon

25 Fax organizational minutes of iviewit.com, Inc

to Eliot Bernstein.

06/07/99 D THOMPSON I1 .25 Conference with Attorney C. Wheeler re

confidentiality issues.

06/07/99 C WHEELER 1.00 Preparation of agreements

06/07/99 C WHEELER 2.50 Meeting with Mr. Lewin and Mr. Bernstein

06/07/99 M ROBBINS .75 Telephone conferences with Dietz. Inter-office

conference with Zammas re: subscription letter

agreements. Telephone conference with

Bernstein.

06/07/99 J ZAMMAS .50 File checks in payment of stock; prepare

additional subscription letter for Simon

Bernstein.

06/08/99 I AKSELRAD .50 Conf call w/RT and CW

06/08/99 D THOMPSON I1 .75 Conference with Attorney C. Wheeler re proposed

new structure for iviewit; analysis of same.

L 06/08/99 D THOMPSON I1 1.00 Analysis of LLC structure; Telephone

conferences with tax department re same and

L alternatives.



PAGE: 4

06/08/99 C WHEELER

06/08/99 C WHEELER

06/08/99 C WHEELER

06/08/99 S ROMOFF

06/08/99 M ROBBINS

06/08/99 J ZAMMAS

06/09/99 H COATES JR L/

.25 Prep of notary acknowledgment for Mr. Lewin

1.00 Conf with Mr. Thompson re corporate structure

5.00 Conference w/I.~kselrad; conference

w/R.Thompson; conference w/C.Branden;

preparation of confidentiality agreements and

transmittal; conference w/Mr.Bernstein;

conference w/M.~uchsbaum

1.75 Telephone conference w/ DT; Meet w/ IA;

Drafting LLC Agreement.

.50 Review subscription packages from shareholders.

Inter-office conferences with Zammas re:

updating shareholder subscription list.

50 Copy documents for C. Wheeler; return call to

Andrew Dietz regarding signing of document; fax

organizational minutes to Simon Bernstein

pursuant to Eliot Bernsteinls request..

.25 Conference with Rocky Thompson regarding

securities issues concerning involvement in LLC

structure

06/09/99 D THOMPSON I1 2.75 Telephone conference with Jerry Lewin re

structural changes; Conference with Attorney

Mara Lerner Robbins; conference with Attorney

C. Wheeler re pending matters; prepare LLC.

06/09/99 C WHEELER 1.00 Conference w/Mr.Rosman re revision; arrange

revision

06/09/99 C WHEELER .25 Set up conference call w/Rosalie Bibona

06/09/99 C WHEELER .50 Conference w/R.Bibona

06/09/99 C WHEELER .50 Conference w/R.Thompson re new corp. setup

06/09/99 S ROMOFF 7.50 Drafting LLC Agreement

06/09/99 M ROBBINS 1.00 Inter-office conferences with Zammas re: log of

received subscription agreements. Telephone

conferences with Dietz. Telephone conferences

with Bernstein. Telephone conference to Lewin.

06/09/99 J ZAMMAS

L

.75 Keep record of checks and subscription

agreements; prepare and fax list of people who

have sent in checks for shares to Jerry Lewin.


MA'lY"l'R: GENERAL CORPORATE ADVICE

August 24, 1999

L PAGE: 5

06/10/99 I AKSELRAD

06/10/99 C WHEELER

06/10/99 C WHEELER

06/10/99 C WHEELER

06/10/99 C WHEELER

06/10/99 S ROMOFF

06/10/99 M ROBBINS

06/10/99 J ZAMMAS

L 06/11/99 D THOMPSON

06/11/99 C WHEELER

06/11/99 C WHEELER

06/11/99 S ROMOFF

06/11/99 S KAUPAS

06/11/99 M ROBBINS

06/12/99 C WHEELER

06/12/99 C WHEELER

.50 Conf call re structure

5.00 Conf with Mr. Bernstein; con£ with Mr. Lewin;

set up meeting with Huizinga group; Conf with

Mr. Bernstein; con£ with tax counsel; con£ with

Mr. Epstein

1.00 Conference w/Mr.~ernstein

1.50 Follow up on numerous iviewit corp. matters

1.00 Conference w/Simon Bernstein re meeting

w/Huizenga

1.25 Telephone conference w/ CW; Meet w/ IA; Revise

LLC Agreement.

.50 Telephone conference with E. Bernstein re: new

members of LLC. Inter-office conference with

Wheeler re: note subscription agreements.

.50 Update list of returned shareholder

subscription agreements and fax to Jerry Lewin.

1.50 Review LLC Agreement draft; Telephone

conference with Attorney Stuart Rosow re same.

4.50 Meeting w/Mr. Huizenga et a1

.25 Call to R.Joao

3.00 Conference w/ DT; Revising agreement.

.75 Prepare Certificates of Formation of iviewit

LLC and iviewit.com LLC and process filing with

CSC for Spencer Romoff

.50 Telephone conferences with Lewin, Bernstein re:

new shareholders and received subscription

agreements.

6.00 Meeting w/investment people

.25 Conference w/E.Bernstein

06/13/99 D THOMPSON I1 .50 Telephone conference with Attorney C. Wheeler

re LLC structure; review and revise LLC

Agreement.

3.00 Revising LLC Agreement.



August 24, 1999

06/14/99 A GORTZ .50 Cfs CCW, Lewin call

06/14/99 D THOMPSON I1 1.50 Review and revise LLC Agreement; Telephone

conference with Spencer Romoff re same.

06/14/99 C WHEELER

06/14/99 C WHEELER

06/14/99 C WHEELER

06/14/99 C WHEELER

06/14/99 C WHEELER

06/14/99 S ROMOFF

06/14/99 M ROBBINS

L 06/14/99 J ZAMMAS

L

06/15/99 I AKSELRAD

06/15/99 D THOMPSON

06/15/99 S WIENER

06/15/99 C WHEELER

06/15/99 C WHEELER

06/15/99 C WHEELER

06/15/99 S ROMOFF

06/15/99 M ROBBINS

2.50 Two conferences w/R.Bibona

.50 Conference w/Mr.Kane

.25 Conference w/Mr. Lewin re tax structure

50 Conference w/Mr. Lewin re investors

.25 Immigration matter

25 Conference w/ DT re: comments on LLC Agreement.

50 Telephone conferences with Bernstein. Review

file re: list of iviewit shareholders.

.25 Update records of subscription agreement

letters executed and make a complete copy for

Bettie Stanger's letter.

.50 Review agmts, con£ S. Romoff

I1 1.25 Conference with Attorney C. Wheeler re

structural matters; Follow-up re same.

.25 Follow up research for Mara Robbins re:private

offering exemption in IL

.25 Conf with Mr. Lewin; con£ with Mr. Thompson re

tax structure

.50 2 Conf with Mr. Kane; call to Ms. Bibona

.75 Conf with Mr. Kane and Ms. Bibona; con£ with

Mr. Bernstein

3.25 Conference w/ DT; Conference w/ IA; Revise LLC

Agreement.

1.75 Inter-office conference with Zammas re: note

subscription agreements. Telephone conferences

with Bernstein re: note subscription agreements

and additional investors. Telephone conference

to Weiner re: blue sky matters. Preparation of



August 24, 1999

PAGE:

e-mail to Thompson re: additional investors and

new corporate structure. Telephone conference

with Lewin and Bernstein re: promissory notes.

Inter-office conference with Zammas re:

e-mailing promissory notes. Review and revise

list of note subscribers. Inter-office

conference with Zammas re: revision to list of

note subscribers.

06/15/99 J ZAMMAS 1.25

06/16/99 D THOMPSON I1 2.75

06/16/99 C WHEELER

06/16/99 S ROMOFF

L 06/16/99 M ROBBINS

06/16/99 J ZAMMAS

06/17/99 C WHEELER

06/17/99 C WHEELER

06/17/99 C WHEELER

06/17/99 S ROMOFF

Preparation of Note and Subscription Letter

Agreement for Lisa Sue Friedstein; send via

overnight mail; e-mail Notes to Noteholders

Finalize LLC Agreement; Telephone conference

with Spencer Romoff, Jerry Lewin and Mara

Lerner; Follow-up re implementation of same.

Meeting with Mr. Joao and Messrs. Bernstein re

patent and other matters

Telephone conference w/ DT and G. Lewin; Revise

LLC Agreement and send draft G. Lewin; Research

basis in patent.

Inter-office conferences with Thompson re: new

iviewit structure, formation of new iviewit

company, LLC Agreements and subscription

agreements. Telephone conferences with

Bernstein re: employment agreement. Telephone

conference with Thompson, Lewin, Romoff re: new

iviewit structure. Inter-office conferences

with Zammas re: preparation of Certificate of

Incorporation. Review Articles of Amendment to

Articles of Incorporation of iviewit, Inc.

Preparation of e-mail to Armstrong re:

promissory note.

E-mail documents to Noteholders; update

Noteholder list; obtain Delaware forms for new

incorporation.

Call to Mr. Kohner of Arthur Anderson; call to

Ken Rubenstein

Follow up on Rossman and OIDonnell disclosures

Meeting with Mr. Selman, Mr. Bernstein, Mr.

Lewin

Conference w/ M. Robbins; Send model Single

Member LLC to M. Robbins.



06/17/99 M ROBBINS

06/17/99 J ZAMMAS

06/18/99 D THOMPSON

C 06/18/99 C WHEELER

06/18/99 C WHEELER

06/18/99 S ROMOFF

06/18/99 S KAUPAS

06/18/99 M ROBBINS

August 24, 1999

3.50 Draft and preparation of subscription agreement

re: issuance of membership units of iviewit

LLC. Draft and preparation of iviewit.com LLC

Limited Liability Company Agreement.

Preparation of list of iviewit LLC members.

Preparation of list of stockholders of

uview.com, Inc. Inter-office conferences with

Thompson re: iviewit corporate structure. Draft

and preparation of uview.com subscription

agreement. Inter-office conferences with Zammas

re: organizational matters for uviewit.com,

Inc. and iviewit.com LLC. Telephone

conferences with Romoff re: iviewit LLC Limited

Liability Company Agreement.

4.00 Preparation of Certificate of Incorporation for

uview.com, Inc.; preparation of organizational

documents and 2553 for new corporation.

TI 1.25 Conference with Attorney Mara Lerner Robbins re

structural issues; Telephone conference with

Jerry Lewin and Attorney Spencer Romoff re

same.

1.00 Conf with Mr. Bernstein re patents, response of

Hassan Miah, Rosalie Bibona and re patent

material; conf as to immigration materials;

3.50 Review of patents with Mr. Joao; con£ with Mr.

Lewin re status; con£ with Mr. Bernstein; Check

of status of new corporate documents

75 Telephone conference w/ DT, MR and G. Lewin;

Conference w/ S. Kaupas re: LLC filings;

Correspondence w/ MR; Telephone call to A.

Epstein; E-mail agreement to A. Epstein.

.25 Follow up on organization of LLCs for Spencer

Romof f

6.00 Preparation of iviewit LLC subscription

agreement. Preparation of uview.com, Inc.

subscription agreement. Revisions to

Certificate of Incorporation of uview.com, Inc.

Revisions to iviewit.com LLC Agreement.

Telephone conferences with Romoff re:

uviewit.com, Inc. structure. Telephone

conferences with Lewin. Inter-office

conferences with Thompson. Revisions to

uview.com, Inc. shareholder list. Review

L CLIENT : IVIEWIT CORPORATION August 24, 1999


uview.com, Inc. bylaws. Revisions to

Organizational Minutes of uview.com, Inc.

Revisions to Organizational Minutes of

iviewit.com LLC. Preparation of iviewit LLC

Organizational Minutes.

06/18/99 J ZAMMAS 5.00 Work on incorporation documents for uview.com,

Inc.; check name availability for LLC1s; send

fax to Eliot Bernstein regarding Subscription

Letter Agreement received; preparation of

organizational documents for uview.com, Inc.,

iviewit LLC and iviewit.com LLC.; preparation

of foreign qualification documents for iviewit

LLC and iviewit.com LLC; order good-standing

certificates for the LLC1s.

06/21/99 D DE PARIS JR .50 Assist S. Romoff re: evidence of filings of

certs. of formations for iviewit LLC and

iviewit.com LLC

06/21/99 C WHEELER 1.00 Review status of various negotiations

C 06/21/99 C WHEELER 2.50 Numerous conferences w/G.Stanley; numerous

conferences w/Simon Bernstein

L 06/21/99 S ROMOFF .25 Correspondence w/ J. Zammas re: certificates of

formation; Telephone conference w/ G. Lewin's

assistant re: LLC Agreement.

06/21/99 M ROBBINS 5.00 Revisions to Organizational Minutes for iviewit

LLC, iviewit.com LLC and uview.com, Inc.


organizational matters, foreign qualifications.

Telephone conferences with Lewin re: uview.com,

Inc. and iviewit organizational matters.

Preparation of Rosario employment agreement.

Revisions to stockholder list of uview.com,

Inc. Revisions to member list of iviewit LLC.

Revisions to bylaws of Uview.com, Inc. Research

re: foreign qualifications. Review foreign

qualification applications for iviewit.com LLC

and iviewit LLC.

06/21/99 J ZAMMAS 1.50 Work on qualification documents for iviewit LLC

and iviewit.com LLC; send fax to Spencer Romoff

regarding obtaining copies of the LLC

Certificates of Formation; telephone Cecil

Rodriguez to obtain filing fee check to file

Delaware amendment; fax copies of filed

certificates of formation to Jerry Lewin.

L CLIENT: IVIEWIT CORPORATION August 24, 1999


06/22/99 D THOMPSON I1 1.25 Review organizational documents and

subscription documents for iviewit, LLC,

iviewit.com.LLC and Uviewit, Inc.

06/22/99 C WHEELER 3.00 Dictation of notice provision; con£ with Mr.

Stanley re possible ventures; con£ with Rosalie

Bibano re participants; con£ with Jerry Lewin;

06/22/99 M ROBBINS 4.25 Revisions to iviewit LLC and uview.com, Inc.

written consents. Telephone conferences with

Romoff re: LLC Agreement. Telephone

conferences with Lewin re: organizational

documents and name availability. Inter-office

conferences with Zammas re: realview name

availability. Review EL and DE name search

results. Trademark research on Westlaw re:

realview name availablity. Review trademark

search results. Telephone conference with

Lewin re: trademark search results.


iviewit general corporate matters. Inter-office

conference with Zammas re: received subscription

+ agreements. Review file re: received

I w subscription agreements. Inter-office

L conferences with Coleman re: federal trademark

search results.

06/22/99 J ZAMMAS 1.00 Set up binders for iviewit LLC and iviewit.com

LLC; check name availability of realview for M.

Robbins; telephone Jerry Lewin with search

results.

06/23/99 S KAPP .50 Conf. with CCW regarding various matters

pertaining to structure, patents,

confidentiality agreements

06/23/99 D THOMPSON I1 1.50 Follow-up on LLC organizational matters;

Telephone conference with Attorney Spencer

Romoff re LLC Agreement; Conference with

Attorney Mara Lerner Robbins re same.

06/23/99 C WHEELER .75 Conference w/S.Kapp re immigration; conference

as to fee letter for patent counsel; arrange

for

06/23/99 S ROMOFF .25 Review A. Epstein comments; Conference w/ DT

06/23/99 S ROMOFF 2.50 Review A. Epstein comments; Telephone

conference w/ DT; Revise Agreement.

L 06/23/99 C BERKOWITZ .75 Re marginal tax rates for individuals

L: CLIENT: IVIEWIT CORPORATION August 24, 1999


06/23/99 M ROBBINS 4.00 Review comments from Thompson re: LLC documents

and subscription agreements. Revisions to

Certificate of Incorporation, Organizational

Minutes of iviewit LLC, iviewit.com LLC and

uview.com, Inc. Draft and preparation of

memorandum to Romoff re: review of LLC

documents. Revisions to bylaws of uview.com,

Inc., Foreign Qualification Applications of

iviewit LLC and iviewit.com LLC. Inter-office

conferences with Zammas re: foreign

qualifications of iviewit LLC, iviewit.com LLC

and uview.com, Inc. Telephone conferences with

Lewin re: name change to realview. Telephone

conference with Lewin re: capital contributions

of iviewit LLC. Telephone conference with Lewin

re: stockholder list. Revisions to stockholder

lists. Inter-office conferences with Thompson

re: iviewit general matters. Review file re:

old subscription agreements.

06/23/99 J ZAMMAS .75 Work on foreign qualification documents.

06/24/99 S KAPP 1.00 T/C with Jude Rosario, t/c to Zack S. and t/c C to Ron S. PR LLP

L 06/24/99 S KAPP .50 T/c with Ray Jooa regarding retainer agreement,

rvw agreement

06/24/99 S KAPP .50 Rvw comments on Confidentiality Agreement,

conf. with RET regarding same

06/24/99 S KAPP .25 F/u regarding assignment of patent issue

06/24/99 R STORETTE .25 Review F-1 employment authorization; con£ SK

06/24/99 D THOMPSON I1 1.25 Conference call with Attorney Spencer Romoff

and Jerry Lewin re LLC matters; Telephone

conference with Attorney Mara Lerner Robbins

and Jerry Lewin; Follow-up.

06/24/99 D THOMPSON I1 .25 Conference with Attorney Stuart Kapp re

Confidentiality Agreement.

06/24/99 C WHEELER 1.00 Check status; arrange for agreement revisions

for D. Tel.

06/24/99 S ROMOFF 4.75 Revising LLC Agreement; Reviewing document

package from MR; Telephone conference w/ DT and

G. Lewin; Drafting iviewit.com LLC Agreement.



August 24, 1999

PAGE: 12

06/24/99 M ROBBINS

06/24/99 M SABLOFF

06/24/99 J ZAMMAS

06/25/99 S KAPP

\ , 06/25/99 S KAPP

L

L/ 06/25/99 S ROMOFF

06/25/99 M ROBBINS

3.50 Telephone conference with Lewin re: note

subscription agreements, capitalization of

iviewit LLC and uview.com, Inc. Telephone

conference with Bernstein re: employment

agreement. Inter-office conference with

Thompson re: general corporate matters.


iviewit organizational matters. Telephone

conference call with Thompson, Romoff and Lewin

re: organizational matters and LLC Agreement.

Draft and preparation of iviewit.com LLC

subscription agreement.

.50 S.Romoff asked me to research the requirement

of one class of stock for an S. Corp. election.

.25 Preparation of foreign qualification documents

for uview.com, Inc.; add signed subscription

agreement to list.

1.00 T/c with Mike Fox at Deutsche Telekom, follow

up with E. Bernstein

.25 T/c with Zack regarding immigration issues

1.50 Revise iviewit LLC Agreement; Send same to DT

and A. Epstein; Drafting iviewit.com LLC

Agreement.

5.50 Preparation of Shirajee and Rosario

subscription agreements. Inter-office

conferences with Zammas re: preparation of

subscription agreements. Preparation of E.

Bernstein subscription agreement. Preparation

of uview.com, Inc. subscription agreement.

Preparation of Armstrong subscription

agreement. Preparation of S. Bernstein

subscription agreement. Preparation of

promissory notes for iviewit.com LLC

noteholders. Inter-office conference with

Thompson re: subscription agreements and

consideration for patent, LLC Agreements.

Telephone conferences with Romoff re: LLC

Agreement. Revisions to iviewit.com LLC

subscription agreements. Review e-mails from

Romoff. Revisions to uview.com subscription

agreements. Revisions to iviewit LLC


with Lewin re: organizational matters and

( , CLIENT: IVIEWIT CORPORATION August 24, 1999


subscription agreements. Telephone conference

with Bernstein re: certificate of

incorporation. Revisions to stockholder and

member lists.

06/25/99 J ZAMMAS 5.50 Office conference with M. Robbins regarding

uview.com, Inc. and LLC's; fax Certificate of

Incorporation of uview.com, Inc. to Eliot

Bernstein for signature; preparation of letters

to stockholders of uview.com, Inc., letters to

iviewit LLC members.

06/26/99 C WHEELER

06/28/99 S KAPP

06/28/99 S KAPP

.25 Conference w/Mr.Bernstein re Real 3D

.25 Follow up regarding resume from Zack to R. S.

in New York

.25 Follow up regarding confidentiality agreement

with Deutsche Telecom

06/28/99 S KAPP .25 T/cls to E. Bernstein regarding release of

confidentiality agreement k ,

L 06/28/99 D THOMPSON I1 .75 Follow-up on status; review revised LLC

Agreement; Telephone conference with Attorney

Spencer Romoff.

06/28/99 c WHEELER .25 Conference as to meeting; check on status of

corporation

06/28/99 C WHEELER 1.00 Messages from Rosalie Bibona re proposal and

program manager

06/28/99 M ROBBINS 4.50 Review iviewit LLC subscription agreements.

Review iviewit.com LLC subscription agreements.

Review uview.com subscription agreements.

Review foreign qualifications. Review

shareholder and member lists. Preparation of

e-mail to Romoff re: LLC agreements. Telephone

conferences with Lewin re: execution of

documents, revisions to subscription

agreements, meeting, uview certificate of

incorporation. Inter-office conferences with

Zammas re: revisions to subscription

agreements, organizational resolutions,

promissory notes. Revisions to iviewit LLC

subscription agreements, iviewit.com

subscription agreements and uview.com

( CLIENT: IVIEWIT CORPORATION August 24, 1999



with Romoff re: iviewit Limited Liability

Company Agreement. Inter-office conference with

Thompson re: iviewit corporate matters.

06/28/99 G COLEMAN .25 Inter-office conference with M. Lerner re:

Iviewit .

06/28/99 J ZAMMAS 7.75 Work on subscription agreement letters and set

documents up for signature.

06/29/99 I AKSELRAD .25 Mtg w/SR

06/29/99 S KAPP .50 F/u regarding DT Confidentiality Agreement -

t/c to M. Fox @ DT and t/c to E. Bernstein

06/29/99 D THOMPSON I1 .25 Telephone conference with Attorney Mara Lerner

Robbins .

06/29/99 C WHEELER 1.00 Check into Board meeting; review of letter of

intent

06/29/99 S ROMOFF .75 Telephone conference w/ A. Epstein; Meet w/ IA.

L 06/29/99 M ROBBINS 3.00 Draft and preparation of memoranda to Gortz re:

iviewit pending matters. Telephone conferences

with Bernstein re: certificate of incorporation

and patent counsel. Revisions to Kane

subscription agreement. Revisions to

Friedstein subscription agreement. Revisions

to The Jacob Bernstein 1999 Trust subscription

agreement. Revisions to iviewit LLC foreign

qualificaton application. Telephone

conferences with Romoff re: Limited Liability

Company Agreements. Revisions to organizational

minutes of uview.com. Inter-office conference

with Zammas re: certificate of incorporation

filing. Inter-office conference with Thompson

re: iviewit LLC subscription agreements.

06/29/99 J ZAMMAS 2.50 Work on subscription agreement letters; fax

Certificate of Incorporation of uview.com, Inc.

to Eliot Bernstein; fax Certificate of

Incorporation to CT in Delaware for filing;

order minute book; refax signature page to CT

in Delaware.

06/30/99 C WHEELER 3.50 Meeting with Messrs. Bernstein, Lewin; review

of status, Conf with Ms. Robbins re status of

corporations

( CLIENT: IVIEWIT CORPORATION


August 24, 1999

06/30/99 S ROMOFF 1.25 Telephone conference w/ MR; Revise LLC

Agreement; Telephone call to A. Epstein

06/30/99 M ROBBINS 3.00 Telephone conferences with Thompson re: iviewit

LLC LLC Agreement. Telephone conferences with

Bernstein. Telephone conferences with Romoff

re: LLC Agreements, valuations, confidentiality

provisions. Inter-office conference with

Wheeler re: general corporate structure

matters. Inter-office conference with Gortz re:

Bernstein shareholdings. Review iviewit LLC

Limited Liability Company Agreement competition

provision. Meeting with E. Bernstein, S.

Bernstein and Lewin.

06/30/99 J ZAMMAS .25 Check to see if uview.com, Inc. had been

incorporated.

07/01/99 A GORTZ .25 Cf CCW

07/01/99 S KAPP .50 F/u on matters assigned by CCW regarding i , retainer ltr, confidentiality agreement

07/01/99 C WHEELER 3.00 Conf with Mr. Brandon; con£ with Mr. Simon

Bernstein; con£ with Elliot Bernstein and Mr.

Lewin; con£ with Mr. Lewin

07/01/99 S ROMOFF 1.75 Revise LLC Agreement.

07/01/99 M ROBBINS .50 Inter-office conference with Wheeler re:

iviewit subscription agreement. Preparation of

e-mail to Thompson re: subscription documents

and general matters. Organization of

subscription and organizational documents.

Telephone conferences with Romoff re: LLC

Agreements.

07/02/99 S KAPP .25 F/u regarding immigration matters

07/02/99 D THOMPSON I1 .25 Conference re status with Attorney M. Robbins.

07/02/99 C WHEELER 2.00 Conf with Mr. Lewin, Mr. Bernstein, and Arthur

Andersen representatives

07/02/99 C WHEELER 1.00 Meeting with Mr. Kaiserman re possible

participation

1 07/02/99 S ROMOFF 1.50 Revise LLC Agreement; Telephone conference w/ L A. Epstein.

( , CLIENT: IVIEWIT CORPORATION


\c/ PAGE : 16

August 24, 1999

07/02/99 M ROBBINS .50 Review correspondence from Romoff. Review

revised LLC Agreement.

07/06/99 S KAPP .50 Obtain appropriate form for term sheet

07/06/99 R STORETTE .25 Zakirul Shirijee - Review H-1B procedures,

practical training and academic documentation

07/06/99 C WHEELER .50 Messages from

07/06/99 C WHEELER 3.00 Prep of term sheet;

07/06/99 C WHEELER .25 Call from Mr. Kaiserman

07/06/99 C WHEELER .50 Review of correspondence

07/06/99 S ROMOFF 3.25 Revising LLC Agreements; Telephone conferences

w/ MR; Telephone conference w/ MR and E.

Bernstein; Prepare correspondence and send

execution copy of agreement to A. Epstein.

( , 07/06/99 M ROBBINS 5.25 Revisions to Kane subscription agreement (note)

L and promissory note. Revisions to all

subscription agreements reflecting date

changes. Preparation of foreign qualifications.


foreign qualification filings and revisions to


with Bernstein, Joao, Epstein, Lewin. Telephone

conferences with Romoff re: LLC Agreement,

assignment of patents. Inter-office conference

with Wheeler re: corporate structure.

Preparation of e-mails to Thompson. Meeting

with E. Bernstein, S. Bernstein and J. Lewin.

Review revisions to LLC Agreements.

07/06/99 J ZAMMAS 5.00 Office conference with Mara Robbins regarding

qualification documents; order good-standing

certificate on uview.com, Inc.; revise

qualification documents and fax to CT for

signature; electronically file qualification

documents for iviewit LLC and iviewit.com LLC;

work on subscription agreement letters.

07/07/99 S KAPP .25 F/U regarding retainer letter

07/07/99 D THOMPSON I1 .75 Conference with Attorney Mara Lerner Robbins re \ organizational matters.

( / CLIENT: IVIEWIT CORPORATION


August 24, 1999

07/07/99 C WHEELER 2.50 Meeting with Messrs. Bernstein and Lewin re

revised proposal and comments; messages from

Mr. Kane

07/07/99 C WHEELER .25 Call from Mr. Epstein

07/07/99 C WHEELER .50 Review of correspondence

07/07/99 S ROMOFF .75 Telephone conference w/ A. Epstein;

Correspondence w/ MR; Telephone conference w/

DT; Send finalized copies of Agreement to MR.

07/07/99 M ROBBINS 2.00 Inter-office conferences with Zammas re:


with Bernstein. Telephone conferences with

Romoff. Meeting with Shirajee. Telephone

conferences with Lewin. Inter-office

conference with Thompson re: iviewit general

corporate matters and subscription agreements.

07/07/99 J ZAMMAS 2.50 Send subscription agreement letters out for

( 4 uview.com, Inc; telephone Jill Iantoni

regarding mailing address; electronically file L Application by Foreign Corporation for

uview.com, Inc.; check to see if uview.com,

Inc. had been filed.

07/08/99 C WHEELER 2.00 Conf with Mr. Bernstein; con£ with Mr. Lewin;

arrange redraft of proposal

07/08/99 C WHEELER 2.00 Redraft of proposal; con£ with Simon Bernstein

07/08/99 C WHEELER .50 Review of term sheet; arrange for transmittal

07/08/99 S ROMOFF .25 Telephone conference w/ MR.

07/08/99 M ROBBINS 2.50 Telephone conferences with Bernstein. Revisions

to iviewit LLC subscription agreements.


outgoing subscription agreements for iviewit

LLC and iviewit.com LLC. Review subscription

agreement mailings. Draft and preparation of

correspondence to members of iviewit LLC.

Telephone conferences with Romoff.

( I CLIENT: IVIEWIT CORPORATION

MATTER: GENERAL CORPORATE ADVICE L' PAGE : 18

August 24, 1999

07/08/99 J ZAMMAS 3.75 Discuss subscription letter agreements with M.

Robbins; send subscription letter agreements

out for iviewit LLC and iviewit.com LLC; check

with Secretary of State regarding filing of

foreign qualification documents for uview.com,

Inc.; revise pages and send to Eliot Bernstein

via courier.

07/09/99 C WHEELER 2.00 Conf with Mr. Bernstein re meeting with

Huizinga, con£ with Mr. Brandon, con£ with

Mr.Cochran

07/09/99 J ZAMMAS 1.00 Preparation of memo to Rose enclosing copy of

Subscription Agreement of iviewit LLC;

preparation of memo to Bob Kafin in NY

enclosing copy of Subscription Agreement; log

in subscription agreements.

07/11/99 M ROBBINS .50 Organization of subscription files.

07/12/99 C WHEELER 5.00 Conf with David Kaiserman; con£ with Messrs t , Bernstein; con£ with Mr. Brandon;

07/13/99 C WHEELER 5.00 Meeting with Real 3D reps and Messrs Bernstein;

call to Chris Brandon; transmittal to A.

Epstein

07/13/99 J ZAMMAS .25 Log in subscription agreements returned.

07/14/99 C WHEELER 1.50 Meeting with Mr. Utley and Mr. Bernstein

07/14/99 C WHEELER 1.00 Conf with Mr. Bernstein; conf with Mr. Utley;

07/14/99 C WHEELER .25 Conf with Mr. Kane

07/14/99 M ROBBINS 1.00 Review incoming subscription agreements from

Jill and Guy Iantoni, Patricia Daniels and

uview.com, Inc. Telephone conference with E.

Bernstein re: transfer of shares to Armstrong.

Inter-office conferences with Zammas re: ledger

for received subscription agreements for

various iviewit entities. Review ledger.

Organization of organizational documents for

iviewit.com, LLC.

07/14/99 J ZAMMAS .25 Log in subscription agreement letters


CLIENT: IVIEWIT CORPORATION August 24, 1999


PAGE: 19

07/15/99 M ROBBINS .75 Review correspondence from Alan Epstein.

Telephone conference with Epstein re:

subscription agreement. Telephone conference

with Bernstein.

07/15/99 J ZAMMAS .75 Log in subscription agreement letters and put

together signature pages to LLC agreement;

telephone Alan Epstein regarding subscription

agreement; revise subscription agreement letter

for New Media Holdings, Inc. and send to Alan

Epstein.

07/16/99 M ROBBINS 1.00 Telephone conference with Bernstein.


received subscription agreements. Inter-office

conference with Zammas re: documentary stamps

on promissory notes. Review iviewit LLC

Limited Liability Company Agreement.


organizational issues and proposed stock

transf er .

07/19/99 C WHEELER .50 Arrange transmittal of confidentiality

L agreements

07/19/99 C WHEELER 1.00 Review documentation; review status

07/19/99 M ROBBINS .75 Inter-office conferences with Thompson re: New

Media Holdings subscription agreement and

iviewit LLC Limited Liability Company

Agreement. Inter-office conference with

Thompson re: transfer of shares by Eliot

Bernstein to James Armstrong. Review Bernstein

subscription agreement. Inter-office

conference with Zammas re: subscription

agreements.

07/20/99 S KAPP .25 F/u with GB regarding Deutsche Telekom

agreement


Epstein LLC interest.

07/20/99 C WHEELER 1.00 Conf with Mr. Utley; con£ with Mr. Bernstein

07/20/99 M ROBBINS 2.00 Telephone conference with Bernstein re: tax

consequence relating to Armstrong stock

\ , transfer. Review Bernstein subscription

agreement re: right of first refusal. Draft L and preparation of Consent and Waiver.

( CLIENT: IVIEWIT CORPORATION August 24, 1999

MATTER: GENERAL CORPORATE ADVICE L PAGE: 2 0

Preparation of Stock Power re: transfer to

Armstrong. Telephone conferences with Epstein

re: subscription agreement modifications.

Telephone conferences with Dietz. Inter-office

conferences with Thompson re: New Media

Holdings subscription agreement modifications

and documentary stamps on promissory notes.

07/21/99 M ROBBINS

07/21/99 J ZAMMAS

07/22/99 M ROBBINS

1.50 Telephone conference to Lewin re: received loan

money, issuance of promissory notes.

Preparation of memo re: pending matters.


documentary stamps, received subscription

agreements. Preparation of correspondence to

Bernstein, Lewin.

50 Discuss returned subscription agreements and

documentary stamps with M. Robbins; log in

subscription letter agreements.

4.00 Telephone conferences with Lewin re:

subscription agreements, return of certain

shareholder checks, promissory notes. Draft

and preparation of correspondence to Lewin.

Inter-office conference with Thompson re: New

Media Holdings. Review shareholder and member

ledgers. Draft and preparation of

correspondence to Lewin enclosing checks.

Preparation of memo to corporate department re:

pending matters. Inter-office conferences with

Zammas re: subscription agreements, promissory

notes. Inter-office conference with Thompson

re: New Media Holdings subscription agreement,

issuance of promissory notes, revisions to

iviewit LLC subscription agreement. Telephone

conference with Epstein re: revised

subscription agreement.

07/22/99 J ZAMMAS 3.50 Preparation of letter to G. Lewin enclosing

checks received, bring letter to Mr. Lewin in

lobby; fax copy of letter to Eliot Bernstein;

work on letter to G. Lewin regarding

subscription agreements; send check from

Proskauer Rose to Gerald Lewin.

07/23/99 D THOMPSON I1 .75 Conference re confidentiality agreement issues

and stock issues.

07/23/99 C WHEELER i J

.25 Conf as to assignment issues and follow up on




August 24, 1999

07/23/99 C WHEELER 2.50 Conf with Mr. Brandon; call to Real3D; con£

with Mr. Bernstein and Mr. Lewin; call to Mr.

Lewin; transmittal to Mr. Brandon

07/23/99 C WHEELER .50 Conf with Mr. Utley

07/23/99 C WHEELER .25 Check on patent assignment

07/23/99 M ROBBINS 3.25 Preparation of correspondence to Alan Epstein.

Revisions to New Media Holdings, Inc.'s

subscription agreement. Inter-office

conferences with Zammas re: status of iviewit

offerings, promissory note issuances, stock

issuances. Inter-office conference with

Wheeler re: assignment of iviewit, Inc.

agreements. Preparation of e-mails to Thompson

and Wheeler re: assignment of iviewit, Inc.

agreements. Preparation of pending matters

memorandum. Telephone conference to Lewin re:

list of loan money received. Telephone

conference with Bernstein re: transfer of

shares to Armstrong. Draft and preparation of

Acknowledgment Agreement. Inter-office

conference with Thompson, Zammas re: transfer

of shares to Armstrong.

07/23/99 J ZAMMAS 2.25 Work on subscription agreement letter for New

Media Holdings, Inc.; send faxes to J. Lewin

and E. Bernstein; send check to J. Lewin; log

in subscription agreements received; set up

minute books for the three entities.

07/26/99 D THOMPSON I1 1.25 Conference with paralegal Jill Zammas re stock

issuances; Follow-up on organizational matters

and confidentiality agreement.

07/26/99 C WHEELER 1.00 Conf with Si Bernstein; conf with Mr. Lewin and

Mr. Bernstein; con£ with Mr. Utley

07/26/99 C WHEELER .50 Conf with Mr. Utley


07/26/99 J ZAMMAS 1.00 Issue shares of stock of uview.com, Inc.;

telephone Mr. Lewin regarding stock

certificates and promissory notes.

( I CLIENT: IVIEWIT CORPORATION August 24, 1999


07/27/99 J ZAMMAS 2.75 Return call to Jerry Lewin; issue stock

certificates; telephone call from Eliot

Bernstein regarding Fed Ex package from Jeffrey

Friedstein; have package traced; send a

duplicate uview.com, Inc. subscription letter

agreement to Lisa Friedstein; discuss stock

issuance with R. Thompson.

07/28/99 D THOMPSON I1 .25 Review status of organizational matters.

07/28/99 C WHEELER

07/29/99 C WHEELER

07/30/99 C WHEELER

07/30/99 C WHEELER k ,

07/30/99 C WHEELER

07/30/99 J ZAMMAS

07/31/99 C WHEELER

SUMMARY OF HOURS

NAME

3.50 Conf with Mr. Lewin; con£ with Mr. Buchsbaum;

review of corporate status; con£ with Mr.

Thompson; review of corres. from Mr. Epstein;

call to Mr. Joao; conf with Mr. Wilson; con£

with Mr. Joao; call to Mr. Lewin

3.50 Conf with Mr. Utley; meetings with Messrs

Bernstein and Lewin; follow up on transmittal to

Real 3D

.25 Check on confidentiality agreement

1.00 Call to Mr. Utley; con£ with Mr. Lewin; check

on confidentiality agreements

1.00 Review of status; call from Mr. Kaiserman; con£

and corres as to appointments

2.25 Log in Lisa Friedstein's subscription letter;

telephone Eliot Bernstein regarding missing

check in payment for the stock; prepare stock

certificates for Donald Kane and Lisa

Friedstein and letter to Eliot Bernstein

enclosing stock certificates for execution;

send checks to Jerry Lewin; telephone Eliot

Bernstein regarding package to be picked up.

1.50 Review and organization of various matters

involving meetings, venture capital, patents

and prospects

ALBERT W. GORTZ

CHRISTOPHER C. WHEELER

HOWARD K. COATES JR.

IRA AKSELRAD

RICHARD H. ROWE

RONALD F. STORETTE

HOURS

1.00

129.25

.25

2.75

.25

.50



PAGE: 2 3

TOTAL FOR PARTNER

DONALD E. THOMPSON I1

KEVIN J. HEALY

TOTAL FOR SENIOR COUNSEL

CHAIM S. BERKOWITZ

GAYLE COLEMAN

MARA LERNER ROBBINS

MATTHEW B. SABLOFF

SPENCER J. ROMOFF

STUART T. KAPP

SUSAN L. WIENER

TOTAL FOR ASSOCIATE

DAVID A. DE PARIS JR

JILL B. ZAMMAS

SHEILA M. KAUPAS

TOTAL FOR LEGAL ASSISTANT

TOTAL HOURS: I ,

L DISBURSEMENTS AND CHARGES

DESCRIPTION:

CORP. SERVICE

DELIVERY CHARGES

FAX

LEXIS

LOCAL TRAVEL

LONG DISTANCE TELEPHONE

MEALS

MEALS/DINNER VOUCHER

MISCELLANEOUS

OUT-OF-TOWN-TRAVEL-ATTY

OUTSIDE REPRODUCTION

POSTAGE

PROOFREADING

REPRODUCTION

SECRETARIAL OVERTIME

TAXICAB/CAR SVC.

TELEPHONE EXPENSE

TEMPORARY EMPLOYMENT - LEGAL

TEMPORARY EMPLOYMENT - SEC/WP

WESTLAW

WORD PROCESSING

( , TOTAL DISBURSEMENTS AND CHARGES FOR THIS MATTER:

August 24, 1999

AMOUNT

2,094.68

406.80

628.00

154.35

28.00

39.54

136.96

25.98

1,060.54

142.15

90.44

3.30

58.75

350.00

385.00

15.00

271.42

24.75

50.40

103.54

178.50

t" /

L IVlEWIT CORPORATION

500 S.E. MIZNER BOULEVARD, SUITE 102



327694

August 26,1999

2255 Glades Road


B O C ~ Raton, FL 33431-7360 Employer Identification No.13-1840454

FOR PROFESSIONAL SERVICES RENDERED during June 1999

in connection with preparation of Release Agreement for photographers

(work for hire) and Release Agreement for employees (work for hire)

and revisions thereto $398.00

DISBURSEMENTS AND OFFICE CHARGES including reproduction,

fax, long distance telephone and delivery charges 38.75

TOTAL

L,,

( , IVIEWIT LLC

L 500 S.E. MIZNER BOULEVARD, SUITE 102



329870

September 16, 1999

2255 Glades Road


B O C ~ Raton, FL 33431-7360 Employer Identification No.13-1845;54

FOR PROFESSIONAL SERVICES RENDERED during August 1999

in connection with confidentiality agreement and IP matters and related

matters $162.00

DISBURSEMENTS AND OFFICE CHARGES including reproduction 4.60

TOTAL $166.60

,"

L OUTSTANDING INVOICES

REMAINING

DATE INVOICE AMOUNT PAYMENTS BALANCE

6130199 826370 $1 1,250.00 $0.00 $1 1,250.00

6130199 82637 1 $2,700.00 $0.00 $2,700.00

6130199 826372 $2,644.90 $0.00 $2,644.90

8/26/99 327694 $436.75 $0.00 $436.75

TOTAL OF PRIOR OUTSTANDING INVOICES $17,03 1.65

TOTAL OF CURRENT INVOICE $166.60

TOTAL AMOUNT DUE

IVIEWIT LLC

500 S.E. MIZNER BOULEVARD

SUITE 102



PROSKAUER ROSE LLP

330767

September 25, 1999

2255 Glades Road

Suite 340 West


CLIENT NAME: IVIEWIT LLC


FILE #: 40017.0001

FOR LEGAL SERVICES RENDERED INCLUDING DISBURSZWNTS AND

CHARGES INCURRED FOR THE PERIOD ENDED AUGUST 31, 1999


TOTAL FEES: $42,538.75

DISBURSEMENTS AND CHARGES: $1,667.33

TOTAL DUE: $44,206.08

TOTAL OF CURRENT INVOICE:

WHY ARE THEY BILLING IVIEWIT LLC NOW

WHICH IS THE PROSKAUER COMPANY???

CLIENT: IVIEWIT LLC


PAGE : 2

DATE NAME HOURS DESCRIPTION

September 25, 1999

08/02/99 S KAPP .50 T/C regarding retainer letter from patent

counsel, f/u regarding same

08/02/99 C WHEELER 3.50 Conf with Mr. Brandon; con£ with Mr. Bernstein;

conf with Elliot Bernstein; con£ with Mr.

Lewin; conf with Mr. Utley

08/02/99 C WHEELER 1.00 Confirm various meetings

08/02/99 M ROBBINS 3.00 Review correspondence from Zammas to Bernstein

re: stock issuances, Friedstein note. Draft

and preparation of correspondence to Lewin re:

outstanding matters. Preparation of

correspondence to Bernstein. Review revised

shareholder/member lists of iviewit entities

and preparation of revisions thereto.

Inter-office conferences with Zammas re: stock

issuances, note issuance and general status

matters. Preparation of e-mail to Thompson re:

transfer of Bernstein shares to Armstrong.

Review file re: confidentiality and other

executed agr

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